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HomeMy WebLinkAbout123610 IDEXX DISTRIBUTION CORP - PURCHASE ORDER - 3211305F6rt of �r Date: 01/14/2011 Vendor: 123610 IDEXX DISTRIBUTION CORP ONE IDEXX DR WESTBROOK Maine 04092-2040 PURCHASE ORDER PO Number Page 3211305 1of2 This number must appear on all invoices, packing slips and labels. Ship To: WATER UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 01/14/2011 Buyer: OPAL DICK Note: THIS PURCHASE ORDER IS FOR THE PROCUREMENT OF GOODS AND/OR SERVICES, AS NEEDED DURING THE CURRENT CALENDAR YEAR. DOLLAR AMOUNTS SPECIFIED ARE ESTIMATES AND NOT A PROMISE TO PURCHASE ANY MINIMUM AMOUNT OF SUCH GOODS AND/OR SERVICES. Line Description Quantity UOM Unit Price Extended Ordered Price i 2011 Blanket Order Pollution Control C3. �i�nQ ss� City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill II, CPPO City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone: 970-221-6775 Fax:970-221-6707 Email: purchasing@fcgov.com 1 LOT LS Total Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local faxes. Our Exemption Number is 99-04502. Federal Excise Tax Exemption Certificate of Registry 94-6000597 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Stautcs 1973. Chapter 39-26, 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or disc to defects of damage in Mnsit, may be returned to you for credit and are not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in authorized payment on the part of the City of Fort Collins. However, it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Tcrms. Shipments must be F.O.H., City of Fort Collins, 700 Wood St., Fort Collins, CO 90522, unless otherwise specified on this order. If pemmission is given to prepay freight and charge separately, the original freight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when shipments are made from greater distance. Permits. Scllcr shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and ales of the state, municipality, territory or political subdivision where the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Scllcr further agrees to hold the City of Fort Collins harmless from and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, odes and requirements. Authorization. All parties to this contract agree that the representatives are. in fact, bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete .shipment to arrive on your promised delivery date as noted. Time is of the essence. Delivery and performance must be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a waivcr of this provision. In the event of any delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Scllcr liable for damages. However, the Scllcr shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence, such acts of God, acts of civil or military authorities, governmental priorities, fires, strikes, flood, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchascr within five (5) days of the time when the Scllcr first received knowledge thereof. In the event of any such delay, the date of delivery shall be extended for the period equal to the time actually lost by reason of the delay. 3. WARRANTY. The Scllcr warrants that all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and performed with the highest degree of care and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of warmnry. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (I ) year or within such longer period of time as may be prescribed by law or by the terms of any applicable warranty provided by the Scllcr after the date of acceptance of the goods fumishcd hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials furnished by the Scllcr. Acceptance or use of goods by the Purchascr shall not constitute a waiver of any claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties or guarantees, but such liability shall in no event include loss of profits or loss of use. NO IMPLIED WARRANTY OR MERCHANTA131LITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchascr may make changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchascr may make any changes to the terms, other than legal terms, including additions to or deletions from the quantities originally ordcrcd in the specifications or dnnvings, by verbal or vrittcn change order. If any such change affects the amount due or the time of perfomance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchascr may at any time by written change order, terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment between the panics as to any work or materials then in progress provided that the Purchascr shall not be liable for any claims for anticipated profits on the uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Scllcr with respect to any goods which are the Sellers .standard stock. No such termination shall relieve the Purchascr or the Scllcr of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be assertedwithin thirty (30) days from the date the change or termination is ordered. R. COMPLIANCE WITH LAW. The Scllcr warrants that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the goods arc subject. The Scllcr shall execute and deliver such documents as may be required to effect or evidence compliance. All Imes and regulations required to be incorporated in agreements of this character arc hereby incorporated herein by this reference. The Scllcr agrees to indemnify and hold the Purchascr harmless from all costs and damages suffered by the Purchascr as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior written consent of the other party. 10. TITLE. The Scllcr warrants full, clear and unrestricted title to the Purchascr for all cquipmcnt materials, and items famished in performance of this agreement free and clear of any and all liens, restrictions, res—rtions, security interest encumbrances and claims of others. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terns and conditions hereof, failure or delay to exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment for goods hereunder or approval of the design, shall not release the Seller of any of the warranties or obligations of this purchase order and shall not be deenmcd a waiver of any right of the purchaser to insist upon strict performance hereof or any of its rights or remedies as to any such goods, regardless of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Scllcr and the Purchaser recognize that in actual economic practice overcharges resulting from antitrust violations arc in fact borne by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Scllcr hereby assigns to the Purchaser any and all claims it may now have or herea0cr acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services purchased or acquired by the Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Scllcr to correct nonconforming or defective goods by u date to be agreed spun by the Purchaser and the Scllcr, and the Scllcr thereafter indicates its inability or unwillingness to comply, the Purchaser may cause the work to be performed by the most expeditious means available to it, and the Scllcr shall pay all costs associated with such work. The Scller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the performance of such work. This release shall apply even in the event of fruit of negligence of the party released and shall extend to the directors, officers and employees of such party. The Seller's contractual obligations, including warmaty, shall not be deemed to be reduced, in any way, because such work is perfomad or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Scllcr is required to use any design, device, material or process covered by letter, patent, trademark or copyright, the Scllcr .shall indemnify and save harmless the Purchaser from any and all claims for infringement by reason of the use of such patented design, device, material or process in connection with the contract, and shall indemnify the Purchaser for any cost. expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or a0cr the completion of the work. In case said equipment, or any part thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or part is enjoined, the Scllcr shall, a its own expense and at its option, either procure for the Purchascr the right to continue using said equipment or parts, replace the same with substantially equal but noninfringing equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Scllcr shall become insolvent or bankrupt. make an assignment for is benefit of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchascr without liability. 16. GOVERNING LAW. The definitions of torus used or the interpretation of the agreement and the rights of all parties hereunder shall be consumed under and governed by the laws of the State of Colorado. USA. The following Additional Conditions apply only in cases where the Scllcr is to perform work hereunder, including the services of Scllcrs Rcpresenative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's own risk until the same is fully completed and accepted, and .shall, in case of any accident destruction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchascr. When materials and equipment are furnished by others for installation or erection by the Scllcr, the Scllcr shall receive. unload, store and handle same at the site and become responsible therefor as though such materials and/or equipment were being furnished by the Scllcr under the order. I R. INSURANCE. The Scllcr shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefits, to its employees employed on or in connection with the work covered by this purchase order, and/or to their dependents in accordance with the laws of the state in which the work is to be done. The Scllcr shall also carry comprehensive general liability including, but not limited to. contractual and automobile public liability insurance with bodily injury and death limits of at least S300,000 for anv one person. S500,000 for any one accident and property damage limit per accident of S400.000. The Scllcr shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises of others, the Scllcr shall furnish the Purchascr with a certificate that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance expires, The Scllcr agrccs that .such compensation and insurance shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury crusty kind or nature whatsoever to persons or property caused by or resulting from the execution of the work provided for in This purchase order or in connection herewith. The Scllcr will indemnify and hold harmless the Purchascr and any or all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages, charges or expenses, whether direct or indirect, and whether to persons or pmperty to which the Purchaser may be put or subject by reason of any act action. neglect, omission or default on the part of the Scllcr, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be brought against the Purchascr, or its officers, agents or employees at any time on account or by reason of any act, action, neglect, omission or default of the Scllcr of any of his contractors or any of its or their officers, agents or employees as aforesaid, the Scllcr hereby agrees to assume the defense thereof and to defend the same at the Sellers own expense, to pay any and all costs, charges, attorneys fees and other expenses, any and all judgments that may be incurred by or obtained against the Purchascr or any of its or their officers, agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the property of the Purchascr, or said parties in or as a result of such suits or other proceedings. the Scllcr will at once cause the same to be dissolved and discharged by giving bond or olhervise. The Scllcr and his contractors shall take all safety precautions, furnish and install all guards necessary for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all odes and regulations issued pursuant thereto. Revised 03/2010